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Advisory Board

Elena Norman

About

Ms. Norman has extensive experience litigating corporate and complex business disputes, primarily in the Delaware Court of Chancery. She has litigated numerous high profile actions involving derivative claims, contests for corporate control, M&A, governance, complex contracts, alternative entities, demands for books and records, and statutory appraisal/valuation disputes. In addition, Ms. Norman regularly counsels boards of directors and senior management on Delaware corporate law.

Having lived and worked in other cultures — as a commercial lawyer in Japan, a human rights lawyer in Russia, and a student in England — Elena brings a wide range of perspectives to her practice. Clients and co-counsel credit her unusually broad background with honing her abilities as a creative and strategic thinker, a clear communicator, a team leader, and an astute reader of the courts and adversaries she seeks to persuade.

Elena has worked on many high-profile matters in the Court of Chancery, including:

  • In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337-SG (Del. Ch.)(represents L. Ellison and S. Catz)

  • In re Dell Techs. Inc. Class V S’holders Litig., C.A. No. 2018-0816-JTL (Del. Ch.)(represents Silver Lake)

  • Klein v. H.I.G. Capital, L.L.C., C.A. No. 2017-0862-AGB (Del. Ch.)(represents H.I.G. Capital)

  • In re Fitbit, Inc. S’holder Deriv. Litig., C.A. No. 2017-0402-JRS (Del. Ch.)(represents Fitbit)

  • Bucks Cnty. Empls’ Ret. Fund v. CBS Corp., C.A. No. 2019-0820-JRS (Del. Ch.)(represented CBS Corp.)

  • Williams Cos., Inc. v. Energy Transfer Equity, L.P., Consol. C.A. No. 12337-VCG (Del. Ch.)(represented

    Energy Transfer Equity)

  • In re Dole Food Co., Inc. S’holder Litig., Consol. C.A. No. 9079-VCL (Del. Ch.)(represented Dole Food

    Co.)

  • Sandys v. Pincus, C.A. No. 9512-CB (Del. Ch.)(represented Zynga)

Elena is also a member of the Corporation Law Council of the Delaware State Bar Association, which is the Committee responsible for formulating and recommending to the Delaware Assembly amendments to the Delaware General Corporation Law, after approval by the Delaware State Bar Association.

FOCUS

  • Litigating corporate and complex business disputes, primarily in the Delaware Court of Chancery, including:

    • derivative claims

    • contests for corporate control

    • M&A

    • governance

    • complex contracts

    • alternative entities

    • books and records demands

    • statutory appraisal/valuation disputes.

Education

  • Stanford Law School (J.D.)

    • Stanford Law Review, Articles Editor

  • University of London (M.A.)

    • with Distinction, Legal and Political Theory

  • University of Pennsylvania (B.A., magna cum laude)

    • with Distinction in major, English

Distinctions

  • Chambers USA - America's Leading Lawyers for Business, Delaware Court of Chancery

    • Chambers USA has described Ms. Norman as “adept at handling litigation associated with M&A transactions and...also known for her handling of disputes involving limited liability companies and limited partnerships.”

    • Chambers notes that Ms. Norman “has a very strong knowledge of corporate law and has excellent judgment. She is well known and respected by members of the court....

  • Delaware Today - Top Lawyers, International Law (2015-present)

  • Delaware Super Lawyers®, Top Rated Business Litigation (2017-present)

  • Best Lawyers in America®, Corporate Governance Law (2019)

  • Who’s Who Legal®, Corporate Governance Law (2019)

Clerkships

  • Chief Judge, Honorable Henry A. Politz, U.S. Court of Appeals for the Fifth Circuit

SELECTED RECENT EVENTS

Panelist, “Delaware Developments”, Tulane Law School Corporate Law Institute, New Orleans, Louisiana, March 17, 2022

Panelist, “Delaware Developments” (with Chancellor A. Bouchard), Tulane Law School Corporate Law Institute, New Orleans, Louisiana, March 5, 2020

Panelist, “The Current State of Litigation in Delaware” (with Vice Chancellor J. Slights), Eighth Annual Securities Litigation & Enforcement Institute, New York City Bar, New York, New York, January 29, 2020

Panelist, “Avoiding Compensation-Related Legal Actions,” Practising Law Institute, Hot Issues in Executive Compensation 2019, New York, New York, September 11, 2019

Panelist, “Hot Topics in Delaware Corporate Law” (with Justice Karen Valihura), Corporation Law Section of the Delaware State Bar Association, Wilmington, Delaware, May 23, 2019

Moderator, “Legends of the M&A Bench and Bar” (with former Chancellor W. Allen), The New York City Bar Association, New York, New York, March 12, 2019

Panelist, “What’s Going on with Securities Class Actions & Derivative Litigation,” Professional Liability Underwriting Society 2019 D&O Symposium, New York, New York, February 6, 2019

Panelist, “Public Company M&A” (with Chancellor A. Bouchard), The 37th Annual Federal Securities Institute, Miami, Florida, February 11, 2019

Panelist, “Recent Developments in Delaware Law” (with Vice Chancellor T. Montgomery-Reeves), Practising Law Institute, 2018 Delaware Law Developments Program: What All Business Lawyers Need to Know, New York, New York, May 24, 2018

Panelist, “Recent Trends in Merger and Acquisition Law and Practice: The Interrelationship Between Stockholder Voting and Director Duties,” (with Justice Colin J. Seitz), American Bar Association Section of International Law, 2018 Spring Meeting, New York, New York, April 19, 2018

Panelist, “Busted Deals and How to Prevent Them,” American Bar Association Section of International Law, 2018 Spring Meeting, New York, New York, April 18, 2018

Panelist, “Critical Issues in Shareholder Activism and Merger & Acquisitions Litigation,” Sixth Annual Securities Litigation & Enforcement Institute, New York City Bar, New York, New York, March 14, 2018

Panelist, “Workshop on Effective Board Engagement and Processes” (with Chancellor A. Bouchard), Conference “The Corporate Contract in Changing Times: Is the Law Keeping Up?”, sponsored by UC Berkeley School of Law, Wachtell, Lipton, Rosen & Katz, San Francisco, California, October 27, 2017

Panelist, “Navigating the Stormy Waters: MAC Clauses, Earn Out and Other Protective Covenants—Do They Stand the Test of Today’s Macro Economic and Political Climate,” American Bar Association Section of International Law, 2017 Spring Meeting, Washington, D.C., April 28, 2017

Panelist, “Delaware Developments” (with Vice Chancellor S. Glasscock), Tulane Law School Corporate Law Institute, New Orleans, Louisiana, March 30, 2017

Co-moderator, “Recent Trends in Delaware Corporate Transactions Law,” (with Vice Chancellor J. Slights), New York, New York, November 18, 2016